At Closing, Holdings and Buyer shall cause a notary capable and authorised to execute a notarial deed of transfer of the Bavaria Shares (the "Notarial Deed") between Holdings and Buyer, whereas Holdings will in such deed, as sole shareholder of Bavaria grant its approval to the share transfer to Buyer or Buyer's permitted assignee. Furthermore, the parties will request the notary to inform the management of Bavaria about the share transfer. Simultaneously to the signing of this Agreement Seller and Holdings will sign powers of attorney in the required legal form to enable Buyer or its designated nominee to acquire the Bavaria Shares on the basis of the notarial transfer deed in the agreed form. The Vermont Shares and the Bavaria Shares shall be delivered to Buyer free and clear of all liens, pledges, encumbrances, claims, security interests, charges, voting trusts, voting agreements, other agreements, rights, options, warrants or restrictions or claims of any kind, nature or description, other than pursuant to this Agreement. At the Closing, Seller and Holdings shall also deliver such certificates, instruments, and documents as are required of Seller under the terms and provisions of this Agreement, all of which shall be in form and substance
